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Exclusivity Letter and Lock Out Agreement for Transaction from Potential Buyer to Seller

Exclusivity Letter and Lock Out Agreement for Transaction from Potential Buyer to Seller

Seller

We refer to our discussions concerning the potential acquisition (the Potential Transaction) by us or one of our subsidiary undertakings (the Potential Buyer) of the entire issued share capital (the Shares) of The Company.

As discussed, before we proceed to incur further expenditure by carrying out any detailed due diligence in connection with the Potential Transaction or otherwise evaluating it, we require you to enter into an exclusivity agreement with us. Therefore, in consideration of our agreeing to (i) continue detailed due diligence in respect of the Company and (ii) continue the negotiation of a definitive agreement in respect of the Potential Transaction, the Seller agrees by counter-signing a copy of this letter to observe and comply with its terms.

The Seller agrees that until the close of business on , neither it nor the Company nor any of its other subsidiary undertakings (nor any of its or their respective directors, employees, advisers, agents or representatives) shall directly or indirectly: sell, transfer, encumber or dispose of any interest in the Shares (or agree to do so) except to the Potential Buyer; or discussions concerning the potential acquisition (the Potential Transaction) by us or one of our subsidiary undertakings (the Potential Buyer) of the business and assets (the Business) of the Company.

As discussed, before we proceed to incur further expenditure by carrying out any detailed due diligence in connection with the Potential Transaction or otherwise evaluating it, we require you to enter into an exclusivity agreement with us. Therefore, in consideration of our agreeing to (i) continue detailed due diligence in respect of the Business and (ii) continue the negotiation of a definitive agreement in respect of the Potential Transaction, the Seller agrees by counter-signing a copy of this letter to observe and comply with its terms.

 
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costs
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reimbursements
noncompete
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